STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
FIRST LANCASTER BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of ____________ shares of Common
Stock, par value $0.01 per share, of First Lancaster Bancshares,
Inc. (the "Company") is hereby granted to _____________ (the
"Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the First
Lancaster Bancshares, Inc. 1996 Stock Option and Incentive Plan
(the "Plan") which has been adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options
granted under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
1. Option Price. The option price is $____________ for
each share, being 100% of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable in
accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
-------------------------------
Years of Continuous Percentage of Total Shares
Employment After Subject to Option Which May
Date of Grant of Option Be Exercised
----------------------- ---------------------------
Upon Grant 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or More 100%
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates
for
such shares of Common Stock is to be registered, his
address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such
persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to
the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution, or pursuant to a "qualified domestic
relations order" (within the meaning of Section 414(p) of the
Code and the regulations and rulings thereunder). The terms of
this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee. Notwithstanding
any other terms of this agreement, to the extent permissible
under Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, this Option may be transferred to the Optionee's spouse,
lineal ascendants, lineal descendants, or to a duly established
trust, provided that such transferee shall be permitted to
exercise this Option subject to the same terms and conditions
applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten years from the date of grant of this Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
FIRST LANCASTER BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By _____________________________
_________________
Date of Grant Attest: ________________________ (Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
FIRST LANCASTER BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
________________
Date
Treasurer
First Lancaster Bancshares, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: First Lancaster Bancshares, Inc.
-------------------------------------------
1996 Stock Option and Incentive Plan
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ___________ shares, par value $0.01, of Common
Stock of First Lancaster Bancshares, Inc. under and pursuant to
a Stock Option Agreement dated ________________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
________ ____ shares of Common Stock, valued at
$____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name _________________________________________________________
Address ______________________________________________________
Social Security Number _______________________________________
Very truly yours,
____________________________
